Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

From July 16, 2025 through July 24, 2025, the Company sold a total of 156,475 shares of common stock for total gross proceeds of $1,394,713 under that certain Securities Purchase Agreement and related Registration Rights Agreement dated May 16, 2025 (collectively, the "Agreement"), which Agreement was previously disclosed on the Company's Current Report on Form 8-K filed on May 22, 2025. The shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 having been sold to one accredited investor which had a pre-existing relationship with the Company and acquired the shares for investment. The triggering event for this Form 8-K filing occurred on July 24, 2025, upon completion of a sale in accordance with the Agreement.